Ross Transport Corp. v. Crothers

185 Md. 573, 45 A.2d 267 (1946)

Study Aids
Case Briefs Overview
Casebooks
Case Briefs
R
From our private database of 46,300+ case briefs, written and edited by humans—never with AI.

Ross Transport Corp. v. Crothers

Maryland Court of Appeals
185 Md. 573, 45 A.2d 267 (1946)

Facts

Several individuals founded the Ross Transport Corporation (Ross). The founders originally authorized an issuance of 5,000 shares. The corporation sold 1,035 of those shares to a small group of shareholders at $20 per share to provide the company’s initial capital. Ross was very successful, and its shares became worth considerably more than $20 each. The directors then voted to sell an additional 365 shares to a director and to several family members of corporate insiders (defendants). Ross did not offer the existing shareholders a prior opportunity to purchase a proportional share of those 365 shares that would allow the shareholders to maintain their proportionate ownership of the corporation. As a result, the existing shareholders’ ownership in the company was diluted. Two of these diluted shareholders, Charles Crothers and Edmund Crothers (plaintiffs), sued to have the sale of the 365 shares voided and for return of any distributions made on account of the shares. The trial court found for the Crothers, and the corporation and the recipients of the 365 shares appealed.

Rule of Law

Issue

Holding and Reasoning (Marbury, C.J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 812,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

    Learn about our approachRead more about Quimbee

Here's why 812,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 812,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,300 briefs - keyed to 988 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership

Casebooks

Business Associations

Key Terms